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STATE OF MICHIGAN
COURT OF APPEALS


J. A. M. CORPORATION, Plaintiff-Appellant, v AARO DISPOSAL, INC. and ROBERT RUNCO, Defendants-Appellees.

UNPUBLISHED January 16, 1998

No. 193594 Oakland Circuit Court LC No. 95-507670-CK

Before: MacKenzie, P.J., and Neff and Markey, JJ. PER CURIAM. Plaintiff appeals as of right an order granting summary disposition to defendants on the ground that plaintiff's action was barred by res judicata. We affirm. I In 1990, Hunt Club Investment Group (Hunt Club) owned certain commercial property in Auburn Hills and leased the property to a company called JAM, Inc., which then subleased the property to defendant AARO Disposal, Inc. (AARO). Pursuant to the sublease agreement, defendant would occupy the commercial property and pay rent to JAM, Inc. in the amount of $1,260,000 over ten years, payable in monthly installments of $10,000 for the first five years, followed by payments of $11,000 for the next five years. AARO was also obligated to pay for the maintenance, utilities, insurance, and taxes for the premises. Under the sublease, defendant Robert Runco guaranteed the payment of rent and any other sums payable by AARO. The sublease further contained a purchase option, but that option could not be exercised until 1996. In May 1995, AARO ceased making rent payments on the property, and discontinued paying for maintenance, utilities, and taxes. JAM, Inc. instituted summary proceedings in district court to recover possession of the premises for nonpayment of rent. At a bench trial in the district court, defendant established that "JAM, Inc." was neither a Michigan corporation nor authorized to do business in Michigan at the time the sublease was entered into. Accordingly, AARO argued that the sublease agreement was null and void. Defendants stated that the tenancy could best be described as

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month-to-month, with rent monies owing to Hunt Club, but only if Hunt Club chose to file a claim against AARO. Mario Iacobelli, who owns both Hunt Club and JAM, Inc., was apparently surprised by these revelations. Iacobelli testified that the company had been paying the requisite fees and had been filing the required reports with the Michigan Department of Commerce annually. Plaintiff's counsel argued that it could prove plaintiff was a Michigan corporation if given the opportunity: Jam, Inc. is a Michigan corporation; and if given the opportunity, we could bring in the certified documents that will prove that. * * * [T]he plaintiff in this action, is a Michigan corporation, was a Michigan corporation, and if the Court wants proof of that from the Corporations and Security division, then we will provide that to the Court. Subsequently, defense counsel offered to stipulate to have the case determined according to whether plaintiff could produce certified records showing that it was a corporation authorized to do business in Michigan at the time the sublease was executed: If [plaintiff] can produce certified records from the Corporations and Securities Bureau that Jam, [sic] Inc. existed on April

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